Last Battle
by Sandjewel
Summary: Oneshot. A mission proves more dangerous than even Ben could have suspected, and soon turns down a dark path... His very last battle... Sorry I suck at summaries. This story is full of cheesiness, believe me. Can be BenxGwen if you like to see it that way


_Ok so I realize this story is pretty lame, I just wanted to write something heartfelt for the characters... Anyway, regardless of its oober cheesiness, I hope you enjoy._

_I don't own Ben 10._

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**Last Battle**

Gentle footfalls were the only sound that broke the tense silence. Ben crept down the dimly lit hallway, ears and eyes alert, expecting the unexpected. His heart was pounding so hard that he was surprised he could hear himself think at all, and his hand shook as he raised it to stare at the Omnitrix, still blaring red. Shaking his head in frustration, he continued down the passage, wondering how it could be so quiet. Only moments ago, he had been trapped in battle, fighting with all he had. Grandpa and Gwen had disappeared down this hall, obviously looking for the villain that was no doubt leading the expedition to attempt to achieve what so many villains had tried before: retrieve the Omnitrix.

That little device had caused Ben more trouble then everything else in life put together, even with Gwen factored in. He had come on this road trip with his grandfather and cousin expecting something normal, probably even boring, but he had been given the vacation of a lifetime. Ever since that fateful day in the forest, when he had stumbled upon the pod containing the Omnitrix, he had been living a life that no other ten-year old on Earth had ever lived, except maybe in their dreams.

Ben jumped backward in alarm, only to realize that what had spooked him was none other than his own shadow. He bit his tongue and gritted his teeth, ashamed at his own trepidation. The gray walls undulated menacingly with the lights of the stars swirling outside the large windows, and dust hung thick in the air, glinting in the glow. Each corner was masked with gloom, casting a dark feeling of impending doom over everything. Ben raised his head and walked on, but despite his valiant effort at bravery, a shiver ran down the back of his neck.

* * *

"Quick, get down!" Grandpa's voice hissed almost inaudibly in her ear. Gwen immediately ducked behind a crate, and pressed herself against a wall bathed in shadow, feeling a painful crack as she twisted to fit into the small space. A dark figure was stationed at the other end of the room, pacing back and forth and muttering to himself. Gwen's eyes narrowed. He had to be the leader of this ship, and the one that was scheming to steal the Omnitrix. Big surprise there. What villain didn't want that watch? Gwen had to remind herself that she was in mortal danger to stop herself from sighing outwardly at what a nuisance her pesky cousin had become.

She felt Grandpa shift beside her, edgy for action. She was tempted to whisper to him; ask him what the plan was now, but in the quiet of the room, that would surely give them away. However, they couldn't sit behind this crate forever. Sooner or later, they would either have to make a run for it, or attack.

Gwen strained her mind to think of a useful spell, but none seemed to fit the situation. Perhaps a spell that would act as a distraction might work, so that they could dash out while Mr. Bad Guy over there was busy with it. She needed the spell book. Closing her eyes and praying that she wouldn't make a loud noise, she shifted her body in the tiny cranny she had wedged herself in, so that she would be able to take the book out of her pocket. With a smile of satisfaction, she felt her fingers close on its leather cover. But as she lifted it and pulled it toward her, she lost her grip, and it fell to the floor with a surprisingly loud thump. Gwen cursed her clumsiness under her breath as the broad-shouldered silhouette stopped. His head turned in their direction, red eyes staring at the small cloud of dust that had formed around their heads.

"I know you are there," growled a deep voice. "Show yourselves."

* * *

Ben stopped walking and began to fiddle with the watch. "Come on!" he muttered as he pressed its main button, trying futilely to get it to finish recharging. When he was in his normal form, he felt small, weak, and apprehensive, and he longed for the security of being in alien form. Infuriatingly, it did nothing, and he glared at it, as if his hard stare would be of some use. Why did this thing never do what he wanted it to?

Suddenly, the whole hallway glowed green as the Omnitrix flashed into the color he had been waiting for. "Finally."

But before he could even lift his finger to press the button that would present him with the alien selection screen, there was a loud crash, and a shout. Ben's head shot up. Spurred into action, he broke into a run, his heart throwing itself against his chest, and his mind filling itself with fearful images. Another cry, and an additional huge smash.

"Gwen! Grandpa!" he shouted, suddenly filled with terror. The commotion was coming from a room at the end of the seemingly endless hall. What would he find when he reached it? His legs pounded forward, smashing his toes against the end of his tennis shoes. He skidded to a halt as reached the entrance way, but he had been sprinting furiously, and with the abrupt stop, he lost his balance. There was an unpleasant crunch as his hands slammed into the ground to stop his face from hitting the cement. Barely even feeling the sting from his scraped palms, he sprang back onto feet, eyes darting around the room. What he saw made his heart stop.

Gwen stood, frozen with panic, a slim plasma shooter pointed at her chest. Her book of spells lay on the floor many feet away, utterly useless now. The villain stood behind it, his hand moving toward a switch on the side.

Time seemed to freeze. Ben knew that there was only a few seconds before the switch was flipped and a ray was shot from the end of it, hitting Gwen square in the heart. There was but one chance. Unaware of time, or space, or even his own body, Ben pressed the button, turned the dial until he saw the familiar picture of a lean alien with a long tail, and slammed it down. He was drowned in a burst of blinding light and felt the familiar tingling sensation as his body morphed into XLR8. He had just one shot.

With a burst of speed, he shot forward, feeling his body make contact with Gwen's as he collided into her side, pushing her out of harm's way at the exact second the plasma ray cut through the air. His timing was true, and he felt a searing, white hot pain, and then everything was gone.

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Gwen rolled over and over on the concrete before becoming still and sitting up in panic. A vivid light met her eyes, and she squinted instinctively. The room was instantly plunged back into darkness as it died away. She stared in horror as XLR8 hit the ground with a dull thud.

"No!" she yelled. She threw her head up and locked her gaze on the evil villain. A sudden wave of rage swept over her, drowning all feelings of compassion or kindness. Her heart froze in cold hatred, and her eyes burned with a relentless fire. Hands clenched into fists, she stood with a snort. Her insides squirmed, glowing with fury as hot as an ember fresh from a volcano. A glaze swept over her eyes, overshadowing everything. She had never felt this much contempt before, but now, she fed off of it; let it build and grow, and flood strength into her limbs.

No longer conscious of the situation or the peril she was in, Gwen stepped forward. The alien, who was battling with Grandpa, suddenly noticed her bold movement and whirled around to face her, knocking the old man aside. Gwen felt his eyes burning into her, but she ignored it, and calmly walked over to where her spell book still sat, discarded. She bent over to pick it up, and felt a cool rush of power as it was reunited with her hand.

She did not flinch as he took a few paces in her direction, lip curled into a warning snarl. His purple and black armor glinted in the light from a moon outside the window, casting one silver shaft of hope into the cold room. Gwen held her head without fear, her heart beating in a strong rhythm.

"Foolish girl," spat the villain. "No one can defeat me, soon-to-be ruler of this universe and all that surround it! No being in going to stand in my way, especially a pathetic young Earthling."

Gwen heard the insults, but they did nothing to quell her feelings of loathing. Instead, they intensified her anger; kindled a dark need. Gwen glanced at her Grandpa, trying to recover from his blow. Then, her eyes flickered to XLR8, still lying motionless. She closed her eyes, and felt the heat burning in her heart rise. Rise and fill every inch of her body with shaking ire. When she opened them again, they were not recognizable as the same bright green eyes of an intelligent ten-year old girl. Flames burned and writhed, showering sparks.

"But that is where you are wrong," she said quietly. "That is where you are naïve, like all the rest. Don't you see that you can never truly win?" She opened her spell book and flipped through the pages, but she never took her eyes off of his. "Strength and size and status don't matter. Anyone can be a hero, even the most unlikely individual, if they are just given the chance."

Fazed, he hesitated, presenting Gwen with the perfect opportunity. In the split second in which he stood, unsure, she opened her mouth, and shouted, "Mulcha Objectia!"

An energy beam shot out of her outstretched hand, slamming into the enemy and projecting him backwards, where he smashed into a wall and slumped to the floor, stunned. Gwen suddenly noticed a small button above his head that read: "Caution! Release Pod. Use for emergencies only."

She confidently slammed her fist into the button, which made a loud beep, and a door that had previously been undetectable slid open. He fell backwards into the small room that was revealed, but Gwen had to push his unconscious body all the way in. She stared at the control panel located on the side. It showed a large screen, dotted with endless planets and stars, and complete with comets and asteroids zooming back and forth. The whole thing made her dizzy, and she shook her head to clear it. Desperately, she scanned the map. There had to be somewhere she could send him! Suddenly, she noticed a small planet with a red label telling that it was a high-security prison planet. She touched her finger to the mini picture. A light overhead began to flash, and the doors began to shut. With a gasp, Gwen launched herself forward, rolling through the doors just before they closed. She watched grimly as the pod detached itself from the ship and zoomed out into the emptiness of space.

Anger finally dissolving, Gwen swayed on her feet, strength all but gone. Everything felt numb and exhausted, as if she had just run a marathon at a sprint. The light died from her eyes as she glanced over to where XLR8 had fallen. As if in a trance, Gwen staggered forward slowly to where he lay on the ground, limbs splayed out at odd angles and tail askew. The flames that had been consuming her were suddenly doused with a wave of sadness.

"Ben?" Gwen whispered. "Ben? Come on, get up. We need to go home." He did not move. Her voice became strained and hoarse. "Ben! Let's go. Get up!" There was still no reaction. Gwen clenched her fists and wailed, half sobbing, "Get up now! We have to go home!" Every syllable she spoke was distorted with despair; aching with desperation.

"Stop playing around, Ben! It's not funny anymore!" But the body of XLR8 did nothing. No muscle twitched, no sound came from his mouth. "Joke's over! I said it isn't funny! Stop it!" Gwen felt a warm tear leak down her cheek as she stared at him in silence.

"Ben…" She slumped to her knees, trying to block out the realization, but she could not.

Just then, the Omnitrix flashed bright red. It went through the same process she had witnessed so many times before, turning Ben back into a human. For a second, she felt a flair of hope that he would hop up with a goofy expression on his face, laughing at her for believing that his act was real. But he was unmoving, his eyes closed peacefully.

Gwen watched, befuddled, as the Omnitrix began to beep and spin. It flashed all different colors she had never seen it reveal before, making small bleeps all the while. It suddenly popped up on its own, and flipped through every alien in Ben's arsenal, as if playing them in a slideshow. Picking up speed, she noticed that it had begun to go beyond the aliens she was so familiar with, as new forms that had never been explored sped before her eyes, gone before she could even comprehend them. Soon, it was switching so fast that the silhouettes were nothing but tiny black blurs. Then, without warning, it flew off of his wrist, apparently able to tell that its host was no longer in need of it.

Gwen stared numbly at it. It looked strange and out of place, not attached to Ben's wrist. She could put it on now, use it as he had. She had always been living in his shadow, and here was her opportunity to grant herself endless power. But no. She knew that it was not meant for her. It would never be meant for her. With a small sob, she wrapped her arms around her cousin and placed her head gently on his chest. She could hold the tears back no longer, and finally, she let them flow freely down her face.

"Goodbye Ben. I love you, you doofus."


End file.
